Author's Note: Ok, so I know there is no Ferris wheel in Venice Beach but work with me here people ;)

Disclaimer: iCarly, Victorious, Sam & Cat and their characters are owned by Dan Schneider and Nickelodeon

There's something special about California in the spring. The weather was the complete opposite of springtime in Seattle where each day promised only gloomy grey clouds and chilly rain. I relished the feeling of the warm sun on my skin and the smell of salt in the air tinged with leftover winter chill. I smiled at how perfect everything was on this Saturday evening. It was the kind of day when you first notice that it's still light outside after 7 and the night felt like something fun and magical could happen at any moment. I loved being in L.A. The sun, the beach, the palm trees and most of all . . . being near Sam.

I watched the two girls walking in front of me as I pushed the sleeves down on my zip-up hoodie. Cat reminded me of a human cupcake, with her frilly pink skirt and red velvet colored hair. She had her tiny arms intertwined with Sam's as they walked, black Chuck Taylor clad feet matched pace with a pair of glitter covered ballerina flats. Sam reached back and pulled her phone from the back pocket of her black jean shorts. They leaned their heads close together not missing a step as they looked at the screen, the musicality of their laughter adding to the soundtrack of the Venice boardwalk.

"I'm telling ya Freddie, my blog is really taking off," I vaguely heard Robbie say. Truth be told I wasn't listening to him at all and I hadn't been the whole evening. I would nod when it seemed right and add in a well-timed 'that's cool' but I had no idea what he was talking about. I was busy analyzing Sam and Cat, actually, just Sam. Besides being slightly mesmerized by the effortless sway of her hips as she walked, I was taking the unsupervised time to study her behavior in this new habitat. Sure, initially she resembled the same meat-loving girl with no verbal filter but she really wasn't and that is what I was so fascinated by. Plus, I wanted to make as many memories as I could of her during my visits to take back with me to Seattle. I was counting down the days until I could move to L.A. for college and see her anytime I wanted. Three months, three weeks and five days to be exact.

From my observations I've concluded that Sam was definitely different. First of all, Sam and Carly would never hang all over each other like that. She was one of those girls who liked to have a certain level personal space in public. Second, Sam seemed to have obtained saint-like patience for Cat and her nonsense; she would explain every sarcastic quip she made so Cat wouldn't feel left out and not (usually) make fun of her less than intelligent comments. Third, she was nicer in general. She didn't beat up a preteen who had accidentally bumped into her earlier and she even hugged me when I showed up on her doorstep this morning.

Cat let out a loud shriek that snapped me out of my thoughts and caused the other passersby to look in her direction. I saw a blur of red and pink, drag Sam off the boardwalk towards a tiny yellow and white bike stand like a little kid dragging her mom down the aisle of a toy store. "Oh look! They have a bike for four people! We should totally get one," she said, bouncing up and down as she clapped her hands together. Sam and I exchanged a knowing look. Yeah, that wasn't going to happen. She wouldn't be caught dead on a tandem bike.

"I have an idea!" She started in what I called her "Cat voice" which is when she talks with a lot of false enthusiasm to get the younger girl to do what she wanted. "Why don't you and Robbie get a bike together and Freddie and I will uh-"

"- go on the Ferris wheel," I finished. "I have a thing for them. Fun fact! The original Ferris wheel was designed and constructed by George Fer-"

"Ugh Freddie stop!" Cat interrupted as she covered her ears. "I don't know why you hang out with him, Sam!"

"Nostalgia I guess," Sam answered with a smile and a shrug.

"Let's go Robbie, before I die of boredom." Cat grabbed him by the middle of his shirt and pulled him to the bike counter.

Sam started to laugh and gave me a hard slap on the back, "Good one Benson! Your knowledge of useless facts no one cares about comes in handy once again."

"The history of the Ferris wheel is actually quite interesting. It was the center of attention for the 1893 World's Columbian Exposition in Chicago," I said as we made our way back to the boardwalk.

"Shut up," she said, her voice was harsh but a smile played on her lips as she gave me a little shove and I gave her a good-natured shove back. In no hurry, we made our way to the attraction. The sun was quickly starting to set causing the colors of the sky to change from blue to orange and pink. We talked about nothing of particular importance as I tried to resist the temptation to reach out and take her hand in mine.

"Fifteen dollars!" I exclaimed as we got to the ride. California was way more expensive than Washington. This wasn't even that good of a Ferris wheel, it actually looked like it had seen better days with it's slightly rusted metal beams and its 70's style flower adornments.

"Pay the man, Freddison," Sam said rolling her eyes at my comment on the price. "After all," her voice dripped with fake sweetness, "You said you had a thing for Ferris wheels."

I narrowed my eyes at her as I reluctantly removed my wallet and handed the money over to the sketchy looking carnival worker. He winked at us vulgarly before lifting up the arm on the car. Sam climbed in first and I slid in next to her. He locked us in and then said, "Have fun kids."

Sam and I looked at each other, my disgusted expression was mirrored in hers, then we laughed as the ride began to ascend stopping near the top. I moved my right arm to hang off the back of the car and tried not to think about how silky her hair felt against my hand as the breeze blew gently. We sat in comfortable silence for a few minutes as we took in the view around us and listened to the top 40 music that played through the speakers.

I caught Sam shiver out of the corner of my eye. "Are you cold?" I asked turning to her.

"Psh, no of course not." She said and crossed her arms over her chest. She was obviously lying. I was sitting close enough to see the goosebumps starting to appear on her arms. I was sure the thin gray shirt she was wearing with the words 'Thanks for Nothing' emblazoned on it provided little protection from the increasing chill in the air. I removed my arm from behind her and unzipped my sweatshirt.

"No Freddie, you don't have to-," she protested.

"Just shut up and take it," I said teasingly. I watched as she put it on and helped when she couldn't find the sleeve to put her arm through. It hung off of her in that perfect, girl wearing her boyfriend's clothes and looks adorable kind of way.

"Thanks," she said as she pulled it around her. Another thing to add to the list, Seattle Sam was hardly ever verbally grateful. I realized that my gaze on her had lingered a little bit too long so I tore my eyes away and looked out towards the city.

"What's that?" I asked pointing to a building that looked like it had a giant neon pig on the roof.

"Oh!" She said excitedly, moving closer to me. "That's Adam's Ribs, they have the best barbecue." Sam began pointing out all of her favorite restaurants "Barney's Bean Barn is over there." "The Tubba Chicken on Venice Boulevard is the best one. They always give me an extra drumstick because I'm their favorite customer." I couldn't help but smile at her unchanged enthusiasm for food and I tried my best to ignore the warm tingle that was radiating through my body at her closeness.

The Ferris wheel continued its cycle of moving and pausing. We joked and laughed as if no time has passed between us at all. She told me about the time Cat had gotten stuck in one of Dice's magic tricks and I told her a story of the time Spencer came over for dinner and caught my mom's shirt on fire.

" . . . and then right when he handed her the tuna noodle casserole it spontaneously bursts into flames!" I said, getting very animated in the telling of the story. "My mom dropped it on the table and flaming tuna casserole flew onto her shirt. She leaps out of her chair, onto the floor, and starts rolling around on the floor screaming 'Stop, drop and roll, stop drop and roll' over and over until the fire was out."

By this point, I was laughing so hard my stomach was cramping up and Sam couldn't even sit straight up anymore through a fit of her own giggles.

"I would have loved to see that!" She leaned against me with her head on my shoulder and stayed there even after the chuckles had subsided.

We were quiet for a moment before Sam said softly, "Sometimes, I really miss it."

"Miss what?"

"This. You and me, Seattle, Ridgeway, Spencer, Carly, Gibby . . . everyone. Even your crazy mother."

"Really? You seem pretty comfy in your new life."

"What is that supposed to mean?" She asked, picking her head up to look at me.

I rubbed the back of my neck. "You just seem different. But not in a bad way, you seem like you're really happy. Cat seems to be rubbing off on you a bit."
She leaned back, "Yeah she is making me soft," she said with a small laugh. "I dunno, I feel different. No one here has an expectation of who I am already. There isn't any assumptions that I'm mean, or that I can fight. I'm not Sam from iCarly or Carly's best friend or Carly's crazy sidekick. I'm able to just be who I am, or whoever I choose to be."

"Well, hopefully L.A. can do the same thing for me. I'm ready for a change."

"I still can't believe you are choosing to go to USC. I'm sure there were better schools throwing themselves at you," she said running a hand through her wind-blown curls.

I shrugged,"I guess I'm tired of being Freddie from iCarly and . . ," I trailed off mentally cursing myself for going down that path.

"And . .. what? You have to say, you are stuck with me on this Ferris wheel," she joked.

"You're here," I said simply. "I've missed you. It sucks being in Seattle without my best friend." Ugh, I knew what I said was so lame. I couldn't bring myself to look at her to see her reaction. Was she going to laugh at me for being sappy? Was she going to roll her eyes and ignore what I said?

"I've missed you too," she said it so quietly I probably wouldn't have heard it if the breeze wasn't blowing towards me.

The tension between us had now thickened to a point where something had to be done. It was too late to go back to our fun and carefree banter. My heart was thundering in my chest now as I tried to keep my gaze focused on anything but her. I felt like one of those cartoon characters with words zooming around their heads as I questioned what the next move was going to be and who was going to make it. My brain had quickly set to work over-analyzing every scenario. It weighed the pros and cons of each probable movement, each probable spoken word. It ran the statistics on what action would create the best outcome. I wondered if I was going to over-think when it came to girls for the rest of my life.

I cleared my mind and asked myself, what would you do in this very moment if you knew it would go perfectly?

I knew without a doubt what I wanted to happen. I wanted her impossibly pink bottom lip in-between my teeth, I wanted to put my hands all over her, I was dying to find out if that spot at the base of her throat still made her sigh. I wanted to kiss her so badly that I could feel my body reacting to the thought of her soft lips.

I felt her warm hand cover mine. I gave in and looked down at this LA version of Sam. Her stare still held the same intensity, her blue eyes were dark in the night sky but the lights on the Ferris wheel danced in her irises. Different or not, this girl still made me feel something I never felt with anyone else. Something deep, visceral, and all consuming. Now that I wasn't so focused on thinking, the anticipation of kissing her was starting to become too much. The look in her eyes and her waiting, slightly parted lips told me that she wanted me to.

I leaned in, our faces getting closer together, our gaze never faltered. I closed my eyes when I was able to see my favorite freckle on her cheek that looked like a misshapen heart, her nose brushed against mine and her crazy long eyelashes tickled my face.

I closed the small gap that was left between us and brushed my lips against hers softly, then moved in again this time a little more demanding. I felt her shift closer to me, her hand grazed my neck causing a prickle of goosebumps, before curling into my hair. Her closeness encouraged me to deviate from our sweet kisses to graze my teeth against her full bottom lip. She gently worked her tongue into my mouth as the kiss grew steadily in tempo and intensity.

All the smells, sights and sounds of the boardwalk below had floated away until all that was left was her. I was completely engrossed in her spicy perfume, her soft, pink lips and tongue, the taste of corn dogs and funnel cake. My every nerve ending was synapsing and excited as they worked to take in all the sensory information that was Sam.

I tried to keep my hands pressed against my legs because I couldn't trust them not to roam unsolicited all over her body. Oh, how badly I wanted to explore every curve again, to feel every inch of silky skin under the pads of my fingertips. Sam was making self-control very difficult as she pressed herself against me.

The loud, obnoxious sound of a pig snorting caused us to jump apart. The thick moment evaporated so quickly it was almost as if it didn't happen. Sam turned a bit pink as she reached into her pocket in response to her ringtone and answered the phone.

"Hey Cat," she said breathlessly as she looked out over the boardwalk. I couldn't take my eyes off her. Her lips were red and swollen, my hoodie was hanging off one shoulder, and there was an exposed strip of skin where her shirt had ridden up. "I know, the ride is really long, we are almost at the bottom. Chill out, we will be done in a few minutes! Bye." She ended the call and stuffed her phone in the pocket of the hoodie.

"That was Cat, apparently something so exciting happened I could barely understand her," Sam said with a hint of annoyance before she looked at me with those big, blue eyes like she was expecting me to say or do something. I couldn't think straight, my mind still in a heavy fog of hormones and sensory overload. We were getting closer and closer to the bottom, the sounds of the boardwalk were coming back into focus, my awareness of the chill in the air had increased, the time that had slowed while we were making out was now moving at warp speed as the ground got closer. I knew I should say something but I just sat clueless and staring and breathing like a complete idiot.

I looked down at my hands, I had no idea what to do with this New Sam. Old Sam would not have let it get this far and Old Sam wouldn't be sitting here patiently waiting for me to make the next move, she would do it herself, if there was one to be had, or find away to escape so she could avoid the awkwardness. If Old Sam wanted to kiss me, she would have just done it. She would have grabbed onto me and pulled me down to her and assaulted my lips with hers. New Sam waited until I kissed her, it was soft and sweet and caused that familiar warming sensation that flooded my entire body and rendered my brain useless. One thing remained true now more than ever, regardless of how much she changed or didn't. . . I was crazy about her.

Our car came to a stop in front of the worker who released the arm. I slid out first and then stood by as she got out.

"I-I, um-," I started, not sure what I was trying to say when Cat, holding a ridiculously large stuffed Hello Kitty ran up to Sam and hugged her.

"Where did you get that?" Sam said with a laugh. "It's bigger than you are!"

"I made Robbie pay some bodybuilder to win it for me at the strongman game," she said triumphantly as she twisted back and forth with the prize in her arms.

Robbie mumbled angrily about trying to win it but the game was rigged, however I was too focused on Sam looking radiant and amused by the giant cartoon character to pay him any attention. Part of me couldn't help but wonder if I had jumped the gun. Maybe I should have just kissed her a little and saved the full-on make-out session until I moved to L.A.

"Do you like fried chicken Freddie?" I heard Cat ask.

Sam and I locked eyes and I smiled, "Yeah I do," I answered. "But can we go to the one on Venice Boulevard? I heard they give extra drumsticks."

"Great! Let's go," Cat said, she started to loop her arm through Sam's when Sam leaned over and whispered something in her ear. I shifted my glance away as my face heated up. Was she talking about me? I started a quick conversation with Robbie asking him if he downloaded the new update for the PearPad when my heart jumped at the feeling of a soft, warm hand slipping into mine. I turned to see Sam talking to Cat like nothing had happened. A million questions zoomed through my head. Does this mean we are together? Is Sam my girlfriend? Are we going to try a long-distance relationship while I finish school in Seattle?

"I'm starving, Benson. Let's go!" She said giving my hand a tug. Her smile was brighter than all the lights on the boardwalk combined.

I took a second to soak in this moment, my oversized sweatshirt hung loosely on her shoulders and our fingers were intertwined. I let the thoughts and questions disappear from my consciousness, because even if nothing happened after tonight, even if it was just for right now, all that mattered was that in this moment Sam was mine. Worrying about what it all meant could wait for another day.

Author's Note: Alright loves that's all there is! Shout-out to my dear friend Rebeccaberkowitz for looking it over for me.

I hope you adore it as much as I do. Please take a second and review my labor of love.

Thanks for reading :)

-Sass